UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 10, 2019

 

 

San Juan Basin Royalty Trust

(Exact name of registrant as specified in its charter)

 

 

 

Texas   1-8032   75-6279898
(State or other jurisdiction of
incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

BBVA USA, Trust Department

300 W. 7th

Street, Suite B

Fort Worth, Texas 76102

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code): (866) 809-4553

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Units   SJT   NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 7.01.

Regulation FD Disclosure.

On October 10, 2019, the San Juan Basin Royalty Trust (the “Trust”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that Hilcorp San Juan L.P. had provided the Trust with updates and comments to its previously revised 2019 Capital Expenditures Plan.

In accordance with general instruction B.2 to Form 8-K, the information in this Form 8-K shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise, subject to the liabilities of that section.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:

 

Exhibit No.

  

Description

99.1    Press Release, dated October 10, 2019.


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press Release, dated October 10, 2019.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

BBVA USA, AS TRUSTEE FOR THE SAN JUAN BASIN ROYALTY TRUST

(Registrant)

Date: October 10, 2019     By:   /s/ Sharon Fontenot
      Sharon Fontenot
      Vice President and Senior Trust Advisor
EX-99.1

Exhibit 99.1

San Juan Basin Royalty Trust

News Release

San Juan Basin Royalty Trust Announces Hilcorp’s Updates on Capital Expenditures Plan

FORT WORTH, Texas, October 10, 2019 – BBVA USA, as Trustee of the San Juan Basin Royalty Trust (the “Trust”) (NYSE:SJT), today reported that Hilcorp San Juan L.P. (“Hilcorp”), the operator of the Trust’s subject interests (the “Interests”), has provided the Trust with updates and comments to its previously reported 2019 Capital Expenditures Plan for the Interests, which Hilcorp previously revised in May 2019 (as revised in May 2019, the “Capital Plan”).

Recently, the Trust and its compliance auditors met with senior representatives from Hilcorp to discuss the status of the Capital Plan. Based on that discussion and additional information provided by Hilcorp, the Trust is reporting the following update to the Capital Plan:

2019 Capital Expenditures Plan

(all amounts Net Pre-Trust Cost)

(in millions)

 

2019 Original /

Previously Reported*

[Forecast]

 

Through July 2019

(Trust September 2019)

[Actual]

 

Revised 2019

[Forecast]

$12.6   $7.4   $8.0

 

*

As updated by Hilcorp and reported by the Trust on May 9, 2019

Hilcorp has informed the Trust that an environmental lawsuit filed against the Bureau of Land Management (BLM) has stalled all of the BLM’s permitting processes, including those permits applicable to the Interests. As a result, Hilcorp is uncertain when it will receive the required permits to allow it to conduct additional capital expenditure drilling in the Interests. In addition, Hilcorp informed the Trust that actual capital expenditures and accruals for capital recompletions ran approximately $0.7 million higher than previously forecasted based upon additional recompletions performed in the Interests. Hilcorp has revised its 2019 Capital Plan lower to total approximately $8.0 million. The Trust will resume distributions to its unit holders once there is sufficient net proceeds to cover excess production costs and replenish the Trust’s cash reserves utilized to cover the Trust’s costs in lieu of net proceeds from the Interests. However, we can provide no estimate as to the timing of the resumption of distributions, or provide any assurances as to whether distributions will continue or resume once Hilcorp’s permitting issues are resolved and drilling recommences.

 

Contact:

San Juan Basin Royalty Trust

  

BBVA USA, Trustee

  

300 West Seventh St., Suite B, Fort Worth, Texas 76102

  

website: www.sjbrt.com e-mail: sjt.us@bbva.com

  

Joshua R. Peterson, Senior Vice President & Trust Officer

  

Kaye Wilke, Investor Relations, toll-free: (866) 809-4553

Except for historical information contained in this news release, the statements in this news release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements generally are accompanied by words such as “estimates,” “believes,” “anticipates,” “could,” “plan,” or other words that convey the uncertainty of future events or outcomes. Forward-looking statements and the business prospects of San Juan Basin Royalty Trust are subject to a number of risks and uncertainties that may cause actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things, certain information provided to the Trust by Hilcorp, volatility of oil and gas prices, governmental regulation or action, litigation, and uncertainties about estimates of reserves. These and other risks are described in the Trust’s reports and other filings with the Securities and Exchange Commission.